-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P8NudLIf6B+uw9TJn/Gts5/xtMnM0NBKpBAm606sPZ7n0KGdgh43UK0Q5y+sganF juMwhXywFd6pEPOPt7oZOQ== 0000950134-06-011260.txt : 20060607 0000950134-06-011260.hdr.sgml : 20060607 20060607170816 ACCESSION NUMBER: 0000950134-06-011260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060606 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINISAR CORP CENTRAL INDEX KEY: 0001094739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943038428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27999 FILM NUMBER: 06892087 BUSINESS ADDRESS: STREET 1: 1389 MOFFETT PARK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085481000 MAIL ADDRESS: STREET 1: 1389 MOFFETT PARK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 f21021e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
June 6, 2006
Finisar Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   000-27999   94-3038428
(State or other jurisdiction of
incorporation) 		  (Commission File No.)   (I.R.S. Employer Identification
No.)
1389 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(408) 548-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
Executive Officer Compensation
     On June 6, 2006, the Board of Directors (the “Board”) of Finisar Corporation (the “Company”), on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved the following cash bonuses for fiscal 2006 and the following base salaries for fiscal 2007 for the following named executive officers, effective May 1, 2006:
                     
        Annual Salary for    
        Fiscal 2007, beginning   Bonus for Service in
Name   Title   May 1, 2006   Fiscal 2006
Jerry S. Rawls
   President and Chief Executive Officer   $ 400,000     $ 125,000  
 
                    
Joseph A. Young
   Senior Vice President and General Manager, Optics Division   $ 325,000     $ 75,000  
 
                    
David Buse
   Senior Vice President and General Manager, Network Tools Division   $ 280,000     $ 75,000  
 
                    
Anders Olsson
   Senior Vice President, Engineering   $ 275,000     $ 50,000  
 
                    
Stephen K. Workman
   Senior Vice President, Finance, and Chief Financial Officer   $ 250,000     $ 50,000  
     On the same date, the Board, on the recommendation of the Compensation Committee, approved target bonus levels for fiscal 2007 for the Company’s executive officers, such bonuses to be determined at the end of the year based on the Company’s financial performance and the achievement of the officers’ individual performance objectives. The target bonuses represent the following percentages of the executive officers’ base salaries: (i) Jerry S. Rawls, 63%; (ii) Joseph A. Young, 37%; (iii) David Buse, 36%; (iv) Anders Olsson, 33%; and (v) Stephen K. Workman, 40%.
Director Compensation
     On June 6, 2006, the Board, on the recommendation of the Nominating and Corporate Governance Committee of the Board, revised the cash compensation for non-employee directors for fiscal 2007. Each non-employee director will receive an annual retainer of $30,000, $2,000 for attendance in person at each meeting of the Board or committee (with meetings of the Board and all committees held within any 24 hour period considered to be a single meeting) and $500 for attendance at such meetings via telephone. In addition, members of the Audit Committee will receive an annual retainer of $10,000, the Chairman of the Audit Committee will receive $5,000 for annual service in such capacity, members of the Compensation Committee and the Nominating and Corporate Governance Committee will receive an annual retainer of $5,000, and the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee will each receive $2,500 for annual service in such capacity. Non-employee directors will continue to be reimbursed for reasonable out-of-pocket expenses incurred in attending Board or committee meetings. Finally, non-employee directors will continue to be eligible for stock options.

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Option Grants to Executive Officers and Directors
     On June 6, 2006, the Board, on the recommendation of the Compensation Committee, approved grants of options to purchase shares of the Company’s common stock at an exercise price of $4.63 per share, the closing price of the common stock on the date of grant, to each of the following executive officers:
             
Name   Title   No. of Shares
Jerry S. Rawls
   President and Chief Executive Officer     400,000  
 
            
Joseph A. Young
   Senior Vice President and General Manager, Optics Division     200,000  
 
            
David Buse
   Senior Vice President and General Manager, Network Tools Division     100,000  
 
            
Anders Olsson
   Senior Vice President, Engineering     100,000  
 
            
Stephen K. Workman
   Senior Vice President, Finance, and Chief Financial Officer     75,000  
Each option will vest and become exercisable to the extent of twenty percent (20%) of the shares subject to the option on each of the first five anniversaries of the date of grant, subject to the optionee’s continued employment with the Company. The options will expire on June 6, 2016.
     On June 6, 2006, the Board, on the recommendation of the Nominating and Corporate Governance Committee, also granted options to purchase 20,000 shares of the Company’s common stock at an exercise price of $4.63 per share, the closing price of the common stock on the date of grant, to each non-employee director: Roger C. Ferguson, David C. Fries, Frank H. Levinson, Larry D. Mitchell, Robert N. Stephens and Dominique Trempont. The options granted to the non-employee directors will vest and become exercisable on the first anniversary of the date of grant, in each case subject to the optionee’s continued service as a director. The options will expire on June 6, 2016.
     Each option was granted pursuant to the Company’s 2005 Stock Incentive Plan and the standard form of option agreement used for the grant of options under such plan.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit No.   Description
 
99.1
  Form of Stock Option Agreement for options granted under the 2005 Stock Incentive Plan

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2006
             
 
           
    Finisar Corporation    
 
            
 
  By:     /s/ Stephen K. Workman    
 
           
 
      Stephen K. Workman
Senior Vice President, Finance,
Chief Financial Officer and Secretary		    

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EXHIBIT INDEX
     
Exhibit No.   Description
 
99.1
  Form of Stock Option Agreement for options granted under the 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K Report filed on June 14, 2005)

 

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